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JDS Uniphase Corporation Prices $400 Million of Zero Coupon Senior Convertible
Notes Due 2010
SAN JOSE, Calif., Oct. 27 /PRNewswire-FirstCall/ -- JDS Uniphase Corporation
(Nasdaq: JDSU; TSX: JDU) today announced the pricing of $400 million aggregate
principal amount of Zero Coupon Senior Convertible Notes due 2010, which are
being issued in a private offering. The notes were offered to qualified
institutional buyers at 100 percent of their principal amount. The sale of the
notes is expected to close October 31, 2003. The initial purchasers of the
notes have an over-allotment option to purchase up to an additional $75 million
in aggregate principal amount of the notes.
The notes will not bear interest, have a zero yield-to-maturity, and will be
convertible into the Company's common stock at a conversion price of $4.94 per
share, subject to customary anti-dilution adjustments. This represents a 38
percent conversion premium based on the closing bid price of $3.58 of the
Company's common stock on October 27, 2003. Each $1,000 principal amount will
initially be convertible into 202.4291 shares of the Company's common stock upon
the satisfaction of certain conditions. Therefore, the notes are convertible in
the aggregate into approximately 81 million shares of common stock or
approximately 96.2 million shares of common stock if the initial purchasers
exercise their option to purchase additional notes. The Company has the right to
redeem the notes beginning November 15, 2008. Holders of the notes may require
the Company to repurchase the notes on November 15, 2008. The Company intends to
use the net proceeds of the offering for general corporate purposes, including
internal research and development programs, general working capital and possible
future acquisitions and strategic investments.
The Company agreed to sell the notes in a private transaction exempt from the
registration requirements of the Securities Act of 1933, as amended. The notes,
and the common stock issuable upon conversion of the notes, have not been
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States without registration under, or an applicable
exemption from, the registration requirements of the Securities Act. This
announcement does not constitute an offer to sell, nor is it a solicitation of
an offer to buy, these securities.
DATASOURCE: JDS Uniphase Corporation
CONTACT: Investors - Ronald C. Foster, Chief Financial Officer,
+1-408-546-5000, or Media - Gerald Gottheil, Director of Corporate
Communications, +1-408-546-4400, both of JDS Uniphase
Web site: http://www.jdsu.com/